Effective as of January 1, 2015, issuers of securities filing Form D Notice Filings with Delaware will be required to pay a fee with their submission based on the amount of the offering in Delaware. Specifically, the fee is equal to one-half of one percent of the maximum aggregate offering price of securities to be offered in Delaware during the initial registration period, but not less than $200.00 or more than $1,000.00.
Under Delaware blue sky rules, an issuer is required to file a notice on Form D no later than 15 days after the first sale of securities in Delaware. The new fee would now be due at the same time as this notice filing.
Since many investment vehicles are formed as Delaware entities, many issuers of securities (including many startup and emerging companies raising capital) will likely find themselves needing to pay this fee in their next offering. Please be sure to consult with your attorney and other professional advisors regarding this new filing fee and securities offering requirements in general.
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